This quarterly report on Form 10-Q and other reports filed Quantum Computing,Inc. (the "Company" "we", "our", and "us") from time to time with the U.S.Securities and Exchange Commission (the "SEC") contain or may containforward-looking statements and information that are based upon beliefs of, andinformation currently available to, the Company's management as well asestimates and assumptions made by Company's management. Readers are cautionednot to place undue reliance on these forward-looking statements, which are onlypredictions and speak only as of the date hereof. When used in the filings, thewords "anticipate," "believe," "estimate," "expect," "future," "intend," "plan,"or the negative of these terms and similar expressions as they relate to theCompany or the Company's management identify forward-looking statements. Suchstatements reflect the current view of the Company with respect to future eventsand are subject to risks, uncertainties, assumptions, and other factors,including the risks contained in the "Risk Factors" section of the Company'sAnnual Report on Form 10-K for the fiscal year ended December 31, 2019, relatingto the Company's industry, the Company's operations and results of operations,and any businesses that the Company may acquire. Should one or more of theserisks or uncertainties materialize, or should the underlying assumptions proveincorrect, actual results may differ significantly from those anticipated,believed, estimated, expected, intended, or planned.Although the Company believes that the expectations reflected in theforward-looking statements are reasonable, the Company cannot guarantee futureresults, levels of activity, performance, or achievements. Except as required byapplicable law, including the securities laws of the United States, the Companydoes not intend to update any of the forward-looking statements to conform thesestatements to actual results.Our financial statements are prepared in accordance with accounting principlesgenerally accepted in the United States ("GAAP"). These accounting principlesrequire us to make certain estimates, judgments and assumptions. We believe thatthe estimates, judgments and assumptions upon which we rely are reasonable basedupon information available to us at the time that these estimates, judgments andassumptions are made. These estimates, judgments and assumptions can affect thereported amounts of assets and liabilities as of the date of the financialstatements as well as the reported amounts of revenues and expenses during theperiods presented. Our financial statements would be affected to the extentthere are material differences between these estimates and actual results. Inmany cases, the accounting treatment of a particular transaction is specificallydictated by GAAP and does not require management's judgment in its application.There are also areas in which management's judgment in selecting any availablealternative would not produce a materially different result. The followingdiscussion should be read in conjunction with our financial statements and notesthereto appearing elsewhere in this report.OverviewAt the present time, we are a development stage company with limitedoperations. The Company is currently developing "quantum ready" softwareapplications and solutions for companies that want to leverage the promise ofquantum computing. We believe the quantum computer holds the potential todisrupt several global industries. Independent of when quantum computingdelivers compelling performance advantage over classic computing, the softwaretools and applications to accelerate real-world problems must be developed todeliver quantum computing's full promise. We specialize in quantumcomputer-ready software application, analytics, and tools, with a mission todeliver differentiated performance using non-quantum processors in thenear-term.We are leveraging our collective expertise in finance, computing, mathematicsand physics to develop a suite of quantum software applications that may enableglobal industries to utilize quantum computers, quantum annealers and digitalsimulators to improve their processes, profitability, and security. We primarilyfocus on the quadratic unconstrained binary optimization (QUBO) formulation,which is equivalent to the Ising model implemented by hardware annealers, bothnon-quantum from Fujitsu and others and quantum from D-Wave Systems, and alsomappable to gate-model quantum processors. We have built a software stack thatmaps and optimizes problems in the QUBO form and then solves them powerfully oncloud-based processors. Our software is designed to be capable of running onboth classic computers and on annealers such as D-Wave's quantum processor. Weare also building applications and analytics that deliver the power of oursoftware stack to high-value discrete optimization problems posed by financial,bio/pharma, and cybersecurity analysts. The advantages our software delivers canbe faster time-to-solution to the same results, more-optimal solutions, ormultiple solutions. 19

Products and Products in Development

The Company is currently working on software products to address, communitydetection (analysis for pharmaceutical applications and epidemiology),optimization of job shop scheduling, logistics, and dynamic route optimizationfor transportation systems. The Company is continuing to seek out difficultproblems for which our technology may provide improvement over existingsolutions.

We are continuing to develop software to address two classes of financialoptimization problems: Asset allocation and Yield Curve Trades. For assetallocation, our target clients are the asset allocation departments of largefunds, who we envision using our application to improve their allocation ofcapital into various asset classes.

Three Months Ended June 30, 2020 vs. June 30, 2019

Gross margin for the three months ended June 30, 2020 was $0 as compared with $0for the comparable prior year period. There was no gross margin because theCompany has not yet commenced marketing and selling products or services.

Six Months Ended June 30, 2020 vs. June 30, 2019

Gross margin for the Six months ended June 30, 2020 was $0 as compared with $0for the comparable prior year period. There was no gross margin because theCompany has not yet commenced marketing and selling products or services.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and workingcapital at June 30, 2020, compared to December 31, 2019:

Off Balance Sheet Arrangements

Critical Accounting Policies and Estimates

We have identified the accounting policies below as critical to our businessoperations and the understanding of our results of operations.

The Company's policy is to present bank balances under cash and cashequivalents, which at times, may exceed federally insured limits. The Companyhas not experienced any losses in such accounts.

Net loss per share is based on the weighted average number of common shares andcommon shares equivalents outstanding during the period.

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QUANTUM COMPUTING : Management's Discussion and Analysis of Financial Condition and Results of Operations, (form 10-Q) - marketscreener.com